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Mutual non-disclosure agreement, in German (Switzerland)

Switzerland · in German

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This document is in German

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For two businesses or self-employed people in Switzerland who exchange confidential information before working together, investing or buying, in German: the purpose, what is and is not confidential, use only for the purpose, sharing only with bound staff and advisers, no reverse engineering, disclosure on an authority's order, return and deletion, duration and an optional contractual penalty (Art. 160 ff. CO). Swiss law and an optional place of jurisdiction. Signed by both parties.

  • Last updated November 4, 2026

Published byDocMuse

When to use this document

  • You are about to show business plans to another company in Switzerland and want them kept secret.
  • Two businesses are exploring a partnership and both will exchange confidential information.
  • An investor or buyer wants to see your figures before a deal.
  • You want a mutual non-disclosure agreement in German signed before the first meeting.

What you fill in

The details the document asks for.

  • First party
  • First party's address
  • First party's UID (company number) (optional)
  • First party's representative
  • Second party
  • Second party's address
  • Second party's UID (company number) (optional)
  • Second party's representative
  • Purpose
  • Scope of confidentiality
  • Confidentiality period after talks end
  • Contractual penalty per breach, in CHF (leave empty for none)
  • Agreed place of jurisdiction (optional)
  • City
  • Date

Common questions

Does a non-disclosure agreement need a particular form in Switzerland?
No: the Code of Obligations prescribes no form for it (Art. 11 para. 1 CO). In writing and signed by both parties it can be proved, though, and a choice of court needs writing or another form that allows proof by text (Art. 17 para. 2 CPC). For a company, the persons entitled to represent it under the commercial register sign, by hand or with a qualified electronic signature.
How high may the contractual penalty in a Swiss NDA be?
The parties set the amount freely (Art. 163 para. 1 CO); the court reduces an excessive penalty (Art. 163 para. 3 CO), though with restraint, for instance where it is grossly out of proportion to the creditor's interest; the debtor must show the grounds (BGE 133 III 201). The penalty is due even if no damage arose (Art. 161 para. 1 CO); the injured party can claim greater damage if it proves fault (Art. 161 para. 2 CO). Without another agreement, only performance or the penalty would be owed (Art. 160 CO), so the agreement states that secrecy continues. Leave the amount empty for no penalty.
What does Swiss law already protect without a non-disclosure agreement?
Business and manufacturing secrets are protected even without a contract: whoever exploits or passes on such a secret obtained by spying or otherwise unlawfully acts unfairly (Art. 6 of the Unfair Competition Act, UWG), and whoever reveals a secret they must keep by law or contract commits an offence (Art. 162 of the Criminal Code); employees are bound by Art. 321a para. 4 CO. The agreement, however, defines what is confidential between you, what it may be used for, for how long, and what follows a breach. A mutual one fits when both sides share information.

How you can sign this document

  • Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
  • Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked

DocMuse sells documents, not legal advice. Acceptance always depends on the recipient's rules and your local law.

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